Pershing Square SPARC Reports Minimal Loss, Eyes Deal

TL;DR

**Pershing Square SPARC is still a blank slate, but the $3.5B sponsor commitment keeps the dream of a mega-deal alive.**

AI Summary

Pershing Square SPARC Holdings, Ltd./DE reported no revenue for the three and six months ended June 30, 2025, consistent with its nature as a Special Purpose Acquisition Rights company. The company's net loss for the three months ended June 30, 2025, was $1,000, and for the six months ended June 30, 2025, it was $2,000, primarily due to general and administrative expenses. A key development is the registration of SPARC rights with the SEC, declared effective on September 29, 2023, allowing former PSTH security holders to receive SPARs. The company holds a significant commitment from its sponsor for a forward purchase of up to $3.5 billion in SPARC securities. Risks include the uncertainty of completing a business combination and the valuation of SPARs and warrants, which are classified as Level 3 fair value measurements. The strategic outlook remains focused on identifying and executing a suitable business combination, leveraging its unique SPARC structure.

Why It Matters

This filing provides a glimpse into the operational holding pattern of Pershing Square SPARC, a unique SPAC-like entity. For investors, the lack of revenue and minimal losses are expected, but the ongoing effectiveness of the SPARC registration and the $3.5 billion forward purchase commitment from the sponsor are critical for future deal potential. Employees and customers are not directly impacted yet, as the company is pre-acquisition. In the broader market, the SPARC model, designed by Bill Ackman, aims to address some SPAC criticisms, and its eventual success or failure could influence future blank-check company structures and competitive dynamics in the M&A space.

Risk Assessment

Risk Level: medium — The risk level is medium due to the inherent uncertainty of completing a business combination, which is the company's sole purpose. The valuation of SPARs and warrants relies on Level 3 fair value inputs, indicating significant unobservable inputs and subjective judgments, as noted in the filing's fair value measurements. This introduces considerable volatility and potential for revaluation.

Analyst Insight

Investors should monitor news regarding potential business combinations and the sponsor's activity. Given the pre-deal stage, this is a speculative investment; consider the long-term potential of the SPARC structure and Bill Ackman's track record, but acknowledge the high execution risk.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$1,000

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the three and six months ended June 30, 2025, reflecting pre-acquisition status)
• $1,000 — Net Loss (for the three months ended June 30, 2025, primarily from G&A expenses)
• $2,000 — Net Loss (for the six months ended June 30, 2025, primarily from G&A expenses)
• $3.5 billion — Maximum Forward Purchase Commitment (from the sponsor for SPARC securities, indicating significant capital potential)
• September 29, 2023 — SPARC Registration Effective Date (marks the official ability to issue SPARs to former PSTH holders)

Key Players & Entities

• Pershing Square SPARC Holdings, Ltd./DE (company) — filer of the 10-Q
• SEC (regulator) — declared SPARC registration effective
• Sponsor (company) — committed to a $3.5 billion forward purchase
• $3.5 billion (dollar_amount) — maximum committed forward purchase
• September 29, 2023 (date) — date SPARC registration declared effective
• $1,000 (dollar_amount) — net loss for the three months ended June 30, 2025
• $2,000 (dollar_amount) — net loss for the six months ended June 30, 2025
• PSTH (company) — former security holders eligible for SPARs

FAQ

Risk Factors

• Valuation Uncertainty of SPARs and Warrants [high — financial]: The SPARs and warrants are classified as Level 3 fair value measurements, indicating that their valuation is based on unobservable inputs. This introduces significant uncertainty and subjectivity in determining their true market value.
• Uncertainty of Business Combination Completion [high — operational]: The company's primary objective is to complete a business combination. There is no assurance that a suitable target will be identified or that the transaction will be successfully consummated, which is a core risk for a SPAC.
• SPARC Structure and Regulatory Compliance [medium — regulatory]: The unique SPARC structure and the process of registering rights with the SEC carry inherent regulatory risks. Any missteps in compliance or changes in regulations could impact the company's ability to proceed with its business combination.

Industry Context

Pershing Square SPARC Holdings operates within the Special Purpose Acquisition Company (SPAC) and Special Purpose Acquisition Rights (SPAR) sector. This industry is characterized by companies formed to raise capital through an IPO with the sole purpose of acquiring an existing company. The landscape is highly competitive, with numerous SPACs vying to identify and complete attractive business combinations within regulatory and time constraints.

Regulatory Implications

The company's operations are subject to SEC regulations governing SPACs and the issuance of securities. The effective registration of SPARC rights is a key regulatory milestone. Future regulatory changes or scrutiny of SPAC structures could impact the company's ability to execute its business combination strategy.

What Investors Should Do

1. Monitor Business Combination Progress
2. Evaluate Level 3 Valuation Inputs
3. Assess Sponsor Commitment

Key Dates

• 2023-09-29: SPARC Rights Registration Declared Effective by SEC — This date marks the official ability for the company to issue SPARC rights to former PSTH security holders, a crucial step in its operational framework.
• 2025-06-30: Quarter End for 10-Q Filing — Represents the period covered by the financial statements, providing a snapshot of the company's financial status and performance.

Glossary

SPARC

Special Purpose Acquisition Rights, a type of security issued by a SPAC that gives holders the right to acquire shares in a future business combination. (This is the core structure of the company, defining its operational model and the rights it issues.)

Level 3 Fair Value Measurements

Valuation techniques that use significant unobservable inputs. These are the least reliable fair value measurements due to the subjectivity involved. (Indicates the significant uncertainty in valuing the company's SPARs and warrants.)

Forward Purchase Commitment

An agreement where a party commits to purchase securities in the future, often at a predetermined price or terms. (Highlights the significant capital commitment from the sponsor, up to $3.5 billion, which is crucial for funding a potential business combination.)

General and Administrative Expenses (G&A)

Costs incurred for the overall management and administration of a business, not directly tied to production or sales. (These expenses are the primary driver of the company's net loss, as expected for a pre-revenue entity.)

Year-Over-Year Comparison

As this is a 10-Q filing for the period ending June 30, 2025, a direct comparison to the prior year's 10-Q (which would cover the period ending June 30, 2024) is not possible with the provided data. However, the reported net loss of $1,000 for the three months and $2,000 for the six months ended June 30, 2025, is consistent with the pre-revenue nature of a SPARC. No revenue is reported, as expected. New risks related to the valuation of SPARs and warrants, and the ongoing uncertainty of a business combination, are likely to be consistent themes.

Key Financial Figures

• $0 — 2,533 shares of common stock, par value $0.0001, of Pershing Square SPARC Holdings

Filing Documents

• ck0001895582-20250630.htm (10-Q) — 834KB
• ck0001895582-ex31_1.htm (EX-31.1) — 18KB
• ck0001895582-ex31_2.htm (EX-31.2) — 18KB
• ck0001895582-ex32_1.htm (EX-32.1) — 8KB
• ck0001895582-ex32_2.htm (EX-32.2) — 8KB
• 0001193125-25-177893.txt ( ) — 3592KB
• ck0001895582-20250630.xsd (EX-101.SCH) — 607KB
• ck0001895582-20250630_htm.xml (XML) — 412KB

- Financial Information

Part I - Financial Information 1

Financial Statements

Item 1. Financial Statements 1 Balance Sheets 1 2 3 4 Notes to the Unaudited Financial Statements 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 22

Controls and Procedures

Item 4. Controls and Procedures 22

- OTHER INFORMATION

Part II - OTHER INFORMATION 24

Legal Proceedings

Item 1. Legal Proceedings 24

Risk Factors

Item 1A. Risk Factors 24

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 24

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 24

Other Information

Item 5. Other Information 24

Exhibits

Item 6. Exhibits 25

- SIGNATURES

Part III - SIGNATURES 26 - i -

—FINANCIA L INFORMATION

Part I—FINANCIA L INFORMATION Item1. Fina ncial Statements PERSHING SQUARE SPARC HOLDINGS, LTD. Balance SheetS As of June 30, 2025 (Unaudited) December 31, 2024 (Audited) Assets Current Assets: Cash and cash equivalents $ 22,088,608 $ 23,070,496 Prepaid expenses 24,138 13,364 Total Current Assets 22,112,746 23,083,860 Cash held in segregated account 5,001,000 5,001,000 Total Assets $ 27,113,746 $ 28,084,860 Liabilities And Stockholders' Equity/(Deficit) Current Liabilities: Accrued expenses $ 253,524 $ 357,338 Directors compensation payable 225,000 225,000 Total Current Liabilities 478,524 582,338 Advisor Warrants liability 3,000,000 3,000,000 Sponsor Warrants liability 40,874,125 39,759,315 Total Liabilities 44,352,649 43,341,653 Stockholders' Equity/(Deficit) Common Stock, $ 0.0001 par value; 3,000,000,000 shares authorized and 422,533 issued and outstanding at June 30, 2025 and December 31, 2024 42 42 Additional paid-in capital 4,225,288 4,225,288 Accumulated deficit ( 21,464,233 ) ( 19,482,123 ) Total Stockholders' Equity/(Deficit) ( 17,238,903 ) ( 15,256,793 ) Total Liabilities And Stockholders' Equity/(Deficit) $ 27,113,746 $ 28,084,860 The accompanying notes are an integral part of the unaudited financial statements. - 1 - PERSHING SQUARE SPARC HOLDINGS, LTD. For the three months ended For the six months ended June 30, 2025 (Unaudited) June 30, 2024 (Unaudited) June 30, 2025 (Unaudited) June 30, 2024 (Unaudited) Compensation expense $ ( 225,000 ) $ ( 225,000 ) $ ( 450,000 ) $ ( 450,000 ) Accounting and tax expense ( 92,568 ) ( 87,378 ) ( 182,053 ) ( 175,090 ) Franchise tax expense ( 50,000 ) ( 50,000 ) ( 100,000 ) ( 100,000 ) Legal fees ( 35,450 ) ( 36,943 ) ( 88,904 ) ( 111,117 ) Printing fees

View Full Filing

View this 10-Q filing on SEC EDGAR